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The illithids are a tentacle-faced scourge in Dungeons & Dragons. They consume, seeking to rebuild a once-mighty planar empire upon the backs of those they deem their lessers (which is just about every other being in the multiverse). Their hunger for power (and brains) shatters worlds, and their actions have created terrifying threats in the cruel duergar, the insane derro, and the ruthless planar pillagers, the githyanki.

And they use humanoids not just as food, not just as thralls … but also as breeding stock.

Mind flayers epitomize body horror in the fantasy role-playing game. The illithids implant tiny tadpole into a being’s head, and in seven days, the unfortunate soul transforms into a mind flayer (this is known as ceremorphosis). And Larian Studios captured this transformation at its most gruesome in the trailer for Baldur’s Gate 3, it’s upcoming role-playing game for PC and Google Stadia.

While illithids have a long and terrifying history in the tabletop game, mind flayers have never had a staring role in a D&D video game. They play a role in Baldur’s Gate II: Shadows of Amn, but they’ve never been a featured foe.


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But what’s still canon about the mind flayers? And what other dark secrets do these beings hold? I asked Wizards of the Coast a bevy of question about the flayers, and I got the answers from Christopher Perkins, who in addition to being the game’s lead story designer is also the sage behind the “Lore You Should Know” segments on the official D&D podcast Dragon Talk.

This is an edited transcript of the answers Perkins emailed back.

GamesBeat: Do the facts about mind flayer biology, culture, society, and such in the Second Edition and Third Edition products such as The Illithiad (2E) and Lords of Madness: The Book of Abberations (3.5E) still apply to Fifth Edition illithids, as we’re going to likely see in Baldur’s Gate 3?

Chris Perkins: Our current mindset, and one of the guiding principles of Fifth Edition, is that we don’t assume everything that was true in earlier editions is canonically true now. We assess each element of a monster on its own merits. That said, if something has been consistently true about a monster throughout the game’s history, it’s a good bet that it holds true in Fifth Edition. Everything that we know is true about mind flayers in Fifth Edition can be found in the 5E Monster Manual and the “Mind Flayers: Scourge of Worlds” section of Volo’s Guide to Monsters. The latter resource, in particular, picks up elements of mind flayer lore from earlier sourcebooks, including The Illithiad and Lords of Madness.

GamesBeat: Mind flayers first appeared in Eldritch Wizardry way back in 1976 for the original D&D White Box, right?

Perkins: Yes. Mind flayers in Eldritch Wizardry had 4+2 Hit Dice, an Armor Class of 5, and a “% in Laie” of 50%. (That’s a typo in Eldritch Wizardry, by the way. It meant to say “% in Lair.”) Eldritch Wizardry also established that mind flayers are lawful evil, have four face-tentacles, and are “psionically endowed,” all of which remain true to this day.

GamesBeat: Mind flayers must consume the brains of sentient creatures … do they have fondness of a particular humanoid over another? Do they view the brains of beholders and dragons, or even celestials and fiends, as delicacies to seek out?

Perkins: Although mind flayers don’t display a great deal of individuality, they do have food preferences the same way humans do. That is to say, one mind flayer might enjoy the taste of elf brains more than dwarf brains, while others might dislike elf brains entirely. Some find the brains of highly intelligent humanoids tastier than the brains of dimwits. They don’t eat the brains of non-humanoids, as a rule, and thus have no interest in non-humanoids as food sources. A starving mind flayer might resort to eating the brain of a rothé (Underdark cow) or similar creature, though it wouldn’t provide much nourishment.

GamesBeat: Could mind flayers use their tentacles to wield magic items such as wands and rings?

Perkins: As humans, we can wear rings on our toes or use our feet to grasp things; however, we don’t do this as a general rule because we have hands. The same is true for mind flayers and their tentacles. Can a mind flayer use their tentacles to hold things? Sure. Do they? Not often, no.

GamesBeat: Do mind flayers still lay eggs? Or do the tadpoles just emerge from the elder brain?

Perkins: Mind flayers procreate through ceremorphosis, a term first introduced in The Illithiad and reintroduced for Fifth Edition in Volo’s Guide to Monsters. They lay eggs from which hatch tadpole-like creatures. A newly hatched tadpole is then implanted in the cranium of an incapacitated humanoid host, usually through a nostril or ear canal. The tadpole grows as it consumes the humanoid’s brain, attaching to the victim’s brain stem and becoming its new brain. Over the course of a week, the humanoid body changes form, and a new mind flayer comes into being.

GamesBeat: How long does ceremorphosis take? Older editions say 7 days. Did the tadpole in that poor Flaming Fist soldier instantly transform its host, or was that after being inside them for a week?

Perkins: Seven days. The Flaming Fist soldier had the tadpole in its head for 7 days before adopting its final form.

GamesBeat: May mind flayers still suffer from partialism — where the old psyche of their body manifests from time to time?

Perkins: A mind flayer can retain shreds of its previous existence, as memories or behaviors imprinted on its psyche. The ceremorphosis process isn’t perfect in that regard. Mind flayers that suffer from partialism are more likely to become aberrant members of illithid society, sometimes splintering off to become Arcanists or exhibiting tastes that the rest of their kind consider alien or grotesque. For example, a mind flayer that used to be an elf might have a fondness for elven music that other illithids find baffling, unsettling, or abhorrent.

We played this up in a recent Fifth Edition adventure, Waterdeep: Dungeon of the Mad Mage, which included a mind flayer with a very peculiar hobby: oil painting!

GamesBeat: The mind flayers’ origin is the Far Realm, correct?

Above: The illithiad, commonly known as the mind flayer, feeds on your brain — and turns us into monsters.

Image Credit: Wizards of the Coast

Perkins: In Volo’s Guide to Monsters, we say that mind flayers originally came from the Astral Plane, where they encountered and enslaved the gith races. Their empire expanded quickly across many galaxies or crystal spheres, however, so it’s easy for mortals to conclude that illithids are galactic threats as opposed to extradimensional ones.

GamesBeat: While mind flayers do have gods, they don’t really “pray” or “worship” these beings, right?

Perkins: Mind flayer “gods” exist. What they are exactly remains ambiguous. They might be elder evils lurking in the far-flung corners of the multiverse, or they might be Far Realm entities reaching out to mind flayers through some sort of psychic connection. You’re right, though: Mind flayers don’t pray to gods or worship them.

GamesBeat: Do mind flayers still have creeds, ideological factions within communities?

Perkins: In Fifth Edition, we make no mention of illithid creeds as discussed in The Illithiad, partly because mind flayers already have an organizational structure based around colonies. That doesn’t mean the creed concept won’t resurface at some point.

GamesBeat: Do mind flayers still seek to extinguish the sun as a way to take over the surface?

Perkins: Volo’s Guide to Monsters describes the objectives of the mind flayers. Beyond their own preservation, mind flayers aim to rebuild their lost empire. This is referred to as the Grand Design, and it has subgoals (including the annihilation of those who would hinder the effort, in particular the Githyanki and Githzerai). Part of the Grand Design also involves transforming worlds into hospitable places for illithids to inhabit. Extinguishing a world’s sun is a great way to further this goal, as doing so snuffs out most other life on the planet and makes conquering that world easier for the illithids.

GamesBeat: Do mind flayers on the Sword Coast have an overarching goal, or do they seek a number of more individual agendas?

Perkins: The elder brain that oversees each colony has the Grand Design baked into its psyche, but also has an ego that feeds its desires and fears. Thus, an elder brain (and, by extension, the mind flayer colony around it) can have objectives beyond the desire to rebuild an empire.

First and foremost, the mind flayers of the Sword Coast seek to survive and protect themselves. One way of doing so is to infiltrate humanoid cities on the surface and enslave their leadership, thereby discouraging attacks on illithid outposts in the Underdark while also ensuring steady deliveries of humanoid brains.

Above: The elder brain dominates a mind flayer community.

Image Credit: Wizards of the Coast

GamesBeat: Is the realm of Bluetspear in Ravenloft the epitome of what a world or realm would look like under mind flayer dominance?

Perkins: At least one elder brain thinks it’s cool.

GamesBeat: Why do mind flayers enjoy experimenting with mortals so much? Is it out of seeking knowledge, or is it because they view humanoids as chattel?

Perkins: The horrifying truth about mind flayers is that we don’t fully understand their motives. Why are some humanoids turned into thralls, while others become hosts for illithid tadpoles? Ask yourself this: Why do human scientists experiment on small animals? What are their motives? Answer that question, and you get one step closer to understanding the illithid mindset.

One thing we know for certain is that mind flayers are far more intelligent than most humans, which makes them nigh inscrutable. Couple that intelligence with malevolence, and you can begin to comprehend what consumes a mind flayer’s waking thoughts.

GamesBeat: Why are the mind flayers of Ryxyg more peaceful than others? Why don’t they actively seek out slaves, as others do?

Perkins: You’ll have to ask the folks at Larian. Perhaps the mind flayers have eaten a few too many halfling brains, or maybe the mind flayers of Ryxyg realized that keeping slaves is a lot of work and might draw unwanted attention to themselves.

GamesBeat: Is Methhil El-Viddenvelp the most notorious mind flayer in the Sword Coast?

Perkins: Insofar as this mind flayer figures prominently in the Drizzt saga. However, most inhabitants of the Sword Coast wouldn’t know El-Viddenvelp (aka Methil), and that’s probably for the best.

GamesBeat: Do mind flayers that rule in the Astral Plane and in space view mind flayers that reside and rule on planets as lessers?

Perkins: Not as a rule. Even a mind flayer that’s subservient to an elder brain has a brain of its own and is capable of forming opinions about other mind flayers, but it’s rare for a mind flayer to give much thought to creatures beyond its sphere of influence.

That said, almost every mind flayer considers itself to be more intelligent than most, if not all of, its so-called peers.

GamesBeat: Do mind flayers create things, or do they have their thralls do the work?

Perkins: Mind flayers are creative in their rather dark way, devising new inventions and horrors to unleash upon the world. However, they deplore “grunt work.” That, they leave to thralls and slaves.

GamesBeat: Can nautiloids, the spelljamming ships that illithids use to sail the stars, plane shift into the astral and other planes?

Perkins: According to Volo’s Guide to Monsters, illithid nautiloids can travel from the Astral Plane to the Material Plane and back again. One can presume it’s no harder for the vessel to travel to other planes of existence as well.

We might circle back around to this topic in an upcoming D&D product, though it’s too soon to talk details.


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